<PAGE>   1
                                                                     EXHIBIT 4.4



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                 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT


                             ENRON CAPITAL TRUST II


                          DATED AS OF JANUARY 16, 1997


================================================================================
<PAGE>   2
                               TABLE OF CONTENTS

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                                                        ARTICLE I
                                              DEFINITIONS AND INTERPRETATION

SECTION 1.1      Definitions and Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                 ------------------------------                                                                          

                                                        ARTICLE II
                                                   TRUST INDENTURE ACT

SECTION 2.1      Trust Indenture Act; Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                 --------------------------------                                                                        
SECTION 2.2      Lists of Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                 ------------------------------                                                                          
SECTION 2.3      Reports by the Trust Preferred Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                 ------------------------------------------------                                                        
SECTION 2.4      Periodic Reports to Trust Preferred Guarantee Trustee  . . . . . . . . . . . . . . . . . . . . . . . . 5
                 -----------------------------------------------------                                                   
SECTION 2.5      Evidence of Compliance with Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                 ------------------------------------------------                                                        
SECTION 2.6      Events of Default; Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                 -------------------------                                                                               
SECTION 2.7      Event of Default; Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                 ------------------------                                                                                
SECTION 2.8      Conflicting Interests  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                 ---------------------                                                                                   

                                                       ARTICLE III
                                               POWERS, DUTIES AND RIGHTS OF
                                            TRUST PREFERRED GUARANTEE TRUSTEE

SECTION 3.1      Powers and Duties of the Trust Preferred Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . 5
                 ----------------------------------------------------------                                              
SECTION 3.2      Certain Rights of Trust Preferred Guarantee Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . 7
                 ---------------------------------------------------                                                     
SECTION 3.3      Not Responsible for Recitals or Issuance of Trust Preferred Securities Guarantee . . . . . . . . . . . 9
                 --------------------------------------------------------------------------------                        

                                                        ARTICLE IV
                                            TRUST PREFERRED GUARANTEE TRUSTEE

SECTION 4.1      Trust Preferred Guarantee Trustee; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
                 ----------------------------------------------                                                          
SECTION 4.2      Appointment, Removal and Resignation of Trust Preferred Guarantee Trustee  . . . . . . . . . . . . . . 9
                 -------------------------------------------------------------------------                               

                                                        ARTICLE V
                                                        GUARANTEE

SECTION 5.1      Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 ---------                                                                                               
SECTION 5.2      Waiver of Notice and Demand  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 ---------------------------                                                                             
SECTION 5.3      Obligations Not Affected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 ------------------------                                                                                
SECTION 5.4      Rights of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 -----------------                                                                                       
SECTION 5.5      Guarantee of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 --------------------                                                                                    
SECTION 5.6      Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 -----------                                                                                             
SECTION 5.7      Independent Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 -----------------------                                                                                 

                                                        ARTICLE VI
                                        LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1      Limitation of Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 --------------------------                                                                              
SECTION 6.2      Ranking  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 -------                                                                                                 
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                                       i
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                                                       ARTICLE VII
                                                       TERMINATION

SECTION 7.1      Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 -----------                                                                                             

                                                       ARTICLE VIII
                                                     INDEMNIFICATION

SECTION 8.1      Exculpation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 -----------                                                                                             
SECTION 8.2      Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 ---------------                                                                                         

                                                        ARTICLE IX
                                                      MISCELLANEOUS

SECTION 9.1      Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 ----------------------                                                                                  
SECTION 9.2      Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 ----------                                                                                              
SECTION 9.3      Merger of the Guarantor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 -----------------------                                                                                 
SECTION 9.4      Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 -------                                                                                                 
SECTION 9.5      Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                 -------                                                                                                 
SECTION 9.6      Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                 -------------                                                                                           
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                                       ii
<PAGE>   4
                 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT


         This TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the "Trust
Preferred Securities Guarantee"), dated as of January 16, 1997, is executed and
delivered by Enron Corp., a Delaware corporation (the "Guarantor" or the
"Company"), and The Chase Manhattan Bank, a New York banking corporation, as
trustee (the "Trust Preferred Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Trust Preferred Securities
(as defined herein) of Enron Capital Trust II, a Delaware statutory business
trust (the "Issuer").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of January 13, 1997, among the trustees of the Issuer
named therein, Enron Corp., as sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing on the date hereof  6,000,000 Trust Originated Preferred Securities,
having an aggregate liquidation amount of $150,000,000, designated the 8 1/8%
Trust Originated Preferred Securities (the "Trust Preferred Securities");

         WHEREAS, as incentive for the Holders to purchase the Trust Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Trust Preferred Securities Guarantee, to pay to
the Holders of the Trust Preferred Securities the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein and;

         WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Trust Common Securities Guarantee") in substantially identical
terms to this Trust Preferred Securities Guarantee for the benefit of the
holders of the Trust Common Securities (as defined herein), except that if the
Company is in default on any of its obligations under the Trust Preferred
Securities Guarantee, the Partnership Guarantee, or any Investment Guarantee,
or any default has occurred and is continuing with respect to an Affiliate
Investment Instrument (as defined herein), the rights of holders of the Trust
Common Securities to receive Guarantee Payments under the Trust Common
Securities Guarantee are subordinated to the rights of Holders of Trust
Preferred Securities to receive Guarantee Payments under this Trust Preferred
Securities Guarantee.

         NOW, THEREFORE, in consideration of the purchase by each Holder of
Trust Preferred Securities, which purchase the Guarantor hereby agrees shall
benefit the Guarantor, the Guarantor executes and delivers this Trust Preferred
Securities Guarantee for the benefit of the Holders.


                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1      Definitions and Interpretation

         In this Trust Preferred Securities Guarantee, unless the context
otherwise requires:

         (a)     capitalized terms used in this Trust Preferred Securities
                 Guarantee but not defined in the preamble above have the
                 respective meanings assigned to them in this Section 1.1;

         (b)     capitalized terms used in this Trust Preferred Securities
                 Guarantee but not otherwise defined herein shall have the
                 meanings assigned to them in the Declaration or the
                 Partnership Agreement, as the case may be;

         (c)     a term defined anywhere in this Trust Preferred Securities
                 Guarantee has the same meaning throughout;
<PAGE>   5
         (d)     all references to "the Trust Preferred Securities Guarantee"
                 or "this Trust Preferred Securities Guarantee" are to this
                 Trust Preferred Securities Guarantee as modified, supplemented
                 or amended from time to time;

         (e)     all references in this Trust Preferred Securities Guarantee to
                 Articles and Sections are to Articles and Sections of this
                 Trust Preferred Securities Guarantee, unless otherwise
                 specified;

         (f)     a term defined in the Trust Indenture Act has the same meaning
                 when used in this Trust Preferred Securities Guarantee, unless
                 otherwise defined in this Trust Preferred Securities Guarantee
                 or unless the context otherwise requires; and

         (g)     a reference to the singular includes the plural and vice
                 versa.

         "Affiliate" means, with respect to any specified person, any other
person that directly or indirectly controls or is controlled by, or is under
common control with, such specified person.

         "Affiliate Investment Instruments" has the meaning set forth in the
Partnership Agreement.

         "Business Day" means any day other than a day on which banking
institutions in the City of New York, New York are authorized or required by
any applicable law to close.

         "Comparable Equity Interest" shall mean the 8% Cumulative Guaranteed
Monthly Income Preferred Shares of Enron Capital LLC, the 9% Cumulative
Guaranteed Preferred Securities, Series A of Enron Capital Resources, L.P., the
8.30% Trust Preferred Securities of Enron Capital Trust I and any preferred
security hereafter issued by any finance subsidiary of which the Company is the
parent company and the principal purpose of which is to lend the proceeds of
the sale thereof to the Company or to eligible affiliates of the Company.

         "Corporate Trust Office" means the principal trust office of the Trust
Preferred Guarantee Trustee at which, at any particular time, its corporate
trust business shall be administered, which office at the date hereof is
located at 450 West 33rd Street, 15th Floor, New York, New York  10001,
Attention: Global Trust Services.

         "Covered Person" means any Holder or beneficial owner of Trust
Preferred Securities.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Trust Preferred Securities Guarantee.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Trust Preferred Securities, to the
extent not paid or made by the Issuer:  (i) any accrued and unpaid
Distributions (as defined in the Declaration) that are required to be paid on
such Trust Preferred Securities to the extent the Issuer shall have funds
available therefor, (ii) the redemption price, including all accrued and unpaid
Distributions to the date of redemption (the "Redemption Price") to the extent
the Issuer has funds available therefor, with respect to any Trust Preferred
Securities called for redemption by the Issuer, and (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Partnership Preferred Securities to the
Holders as provided in the Declaration), the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid Distributions on the Trust
Preferred Securities to the date of payment and (b) the amount of assets of the
Issuer, after satisfaction of all liabilities, remaining available for
distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution").

         "Holder" shall mean any holder, as registered on the books and records
of the Issuer of any Trust Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor or any Affiliate of the Guarantor.





                                       2
<PAGE>   6
         "Indemnified Person" means the Trust Preferred Guarantee Trustee, any
Affiliate of the Trust Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Trust Preferred Guarantee Trustee.

         "Investment Affiliate" means the Company or any corporation,
partnership, limited liability company or other entity (other than the
Partnership or the Trust) that is controlled by the Company and is not an
investment company by reason of Section 3(a) or 3(b) of the 1940 Act.

         "Investment Event of Default" means an event of default under an
Affiliate Investment Instrument.

         "Majority in liquidation amount of the Trust Preferred Securities"
means, except as provided by the Trust Indenture Act, a vote by Holder(s) of
Trust Preferred Securities, voting separately as a class, of more than 50% of
the liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all Trust
Preferred Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person.  Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Preferred Securities Guarantee shall include:

         (a)     a statement that each officer signing the Officers'
                 Certificate has read the covenant or condition and the
                 definition relating thereto;

         (b)     a brief statement of the nature and scope of the examination
                 or investigation undertaken by each officer in rendering the
                 Officers' Certificate;

         (c)     a statement that each such officer has made such examination
                 or investigation as, in such officer's opinion, is necessary
                 to enable such officer to express an informed opinion as to
                 whether or not such covenant or condition has been complied
                 with; and

         (d)     a statement as to whether, in the opinion of each such
                 officer, such condition or covenant has been complied with.

         "Partnership" means Enron Preferred Funding II, L.P.

         "Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of the Partnership, dated as of January 16, 1997, among
Enron Corp., a Delaware corporation, as general partner, Organizational
Partner, Inc., a Delaware corporation, as initial limited partner and such
other persons who become limited partners as provided therein.

         "Partnership Preferred Securities" means those securities representing
limited partnership interests in the Partnership.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

         "Responsible Officer" means, with respect to the Trust Preferred
Guarantee Trustee, any officer within the Corporate Trust Office of the Trust
Preferred Guarantee Trustee, including any vice president, any assistant vice
president, any secretary, any assistant secretary, the treasurer, any assistant
treasurer or other officer of the Trust Preferred Guarantee Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.





                                       3
<PAGE>   7
         "Successor Trust Preferred Guarantee Trustee" means a successor Trust
Preferred Guarantee Trustee possessing the qualifications to act as Trust
Preferred Guarantee Trustee under Section 4.1.

         "Trust Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Issuer.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

         "Trust Preferred Guarantee Trustee" means The Chase Manhattan Bank, a
national banking association, until a Successor Trust Preferred Guarantee
Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Trust Preferred Securities Guarantee and thereafter means each
such Successor Trust Preferred Guarantee Trustee.

         "Trust Securities" means the Trust Common Securities together with the
Trust Preferred Securities.


                                   ARTICLE II
                              TRUST INDENTURE ACT

SECTION 2.1      Trust Indenture Act; Application

         (a)     This Trust Preferred Securities Guarantee is subject to the
                 provisions of the Trust Indenture Act that are required to be
                 part of this Trust Preferred Securities Guarantee and shall,
                 to the extent applicable, be governed by such provisions.

         (b)     If and to the extent that any provision of this Trust
                 Preferred Securities Guarantee limits, qualifies or conflicts
                 with the duties imposed by Section 310 to 317, inclusive, of
                 the Trust Indenture Act, such imposed duties shall control.

SECTION 2.2      Lists of Holders of Securities

         (a)     The Trust Guarantee Trustee shall preserve in as current a
                 form as is reasonably practicable the most recent list
                 available to it of the names and addresses of Holders of Trust
                 Preferred Securities.  If the Trust Guarantee Trustee is not
                 the Registrar, the Guarantor shall furnish to the Trust
                 Guarantee Trustee semi-annually on or before the last day of
                 June and December in each year, and at such other times as the
                 Trust Guarantee Trustee may request in writing, a list, in
                 such form and as of such date as the Trust Guarantee Trustee
                 may reasonably require, containing all the information in the
                 possession or control of the Registrar, the Guarantor or any
                 of its Paying Agents other than the Trust Guarantee Trustee as
                 to the names and addresses of Holders of Trust Preferred
                 Securities.  If there are unregistered securities outstanding,
                 even if the Trust Guarantee Trustee is the Registrar, the
                 Company shall furnish to the Trust Guarantee Trustee such a
                 list containing such information with respect to Holders of
                 such unregistered securities only.

         (b)     The Trust Preferred Guarantee Trustee shall comply with its
                 obligations under Sections 311(a), 311(b) and Section 312(b)
                 of the Trust Indenture Act.

SECTION 2.3      Reports by the Trust Preferred Guarantee Trustee

         Within 60 days after May 15 of each year, the Trust Preferred
Guarantee Trustee shall provide to the Holders of the Trust Preferred
Securities such reports as are required by Section 313 of the Trust Indenture
Act, if any, in the form and in the manner provided by Section 313 of the Trust
Indenture Act.  The Trust Preferred Guarantee Trustee shall also comply with
the requirements of Section 313(d) of the Trust Indenture Act.





                                       4
<PAGE>   8
SECTION 2.4      Periodic Reports to Trust Preferred Guarantee Trustee

         The Guarantor shall provide to the Trust Preferred Guarantee Trustee
such documents, reports and information as required by Section 314 (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the
Trust Indenture Act.

SECTION 2.5      Evidence of Compliance with Conditions Precedent

         The Guarantor shall provide to the Trust Preferred Guarantee Trustee
such evidence of compliance with any conditions precedent, if any, provided for
in this Trust Preferred Securities Guarantee that relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act.  Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officers' Certificate.

SECTION 2.6      Events of Default; Waiver

         The Holders of a Majority in liquidation amount of Trust Preferred
Securities may, by vote, on behalf of the Holders of all of the Trust Preferred
Securities, waive any past Event of Default and its consequences.  Upon such
waiver, any such Event of Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Trust Preferred Securities Guarantee, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon.

SECTION 2.7      Event of Default; Notice

         (a)     The Trust Preferred Guarantee Trustee shall, within 90 days
                 after the occurrence of an Event of Default, transmit by mail,
                 first class postage prepaid, to the Holders of the Trust
                 Preferred Securities, notices of all Events of Default
                 actually known to a Responsible Officer of the Trust Preferred
                 Guarantee Trustee, unless such defaults have been cured before
                 the giving of such notice, provided, that, the Trust Preferred
                 Guarantee Trustee shall be protected in withholding such
                 notice if and so long as a Responsible Officer of the Trust
                 Preferred Guarantee Trustee in good faith determines that the
                 withholding of such notice is in the interests of the Holders
                 of the Trust Preferred Securities Trust Preferred Securities.

         (b)     The Trust Preferred Guarantee Trustee shall not be deemed to
                 have knowledge of any Event of Default unless the Trust
                 Preferred Guarantee Trustee shall have received written
                 notice, or of which a Responsible Officer of the Trust
                 Preferred Guarantee Trustee charged with the administration of
                 the Declaration shall have obtained actual knowledge.

SECTION 2.8      Conflicting Interests

         The Declaration shall be deemed to be specifically described in this
Trust Preferred Securities Guarantee for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

                                  ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                       TRUST PREFERRED GUARANTEE TRUSTEE

SECTION  3.1     Powers and Duties of the Trust Preferred Guarantee Trustee

         (a)     This Trust Preferred Securities Guarantee shall be held by the
                 Trust Preferred Guarantee Trustee for the benefit of the
                 Holders of the Trust Preferred Securities, and the Trust
                 Preferred Guarantee Trustee shall not transfer this Trust
                 Preferred Securities Guarantee to any Person except a Holder
                 of Trust Preferred Securities exercising his or her rights
                 pursuant to Section 5.4(b) or to a





                                       5
<PAGE>   9
                 Successor Trust Preferred Guarantee Trustee on acceptance by
                 such Successor Trust Preferred Guarantee Trustee of its
                 appointment to act as Successor Trust Preferred Guarantee
                 Trustee.  The right, title and interest of the Trust Preferred
                 Guarantee Trustee shall automatically vest in any Successor
                 Trust Preferred Guarantee Trustee, and such vesting and
                 cessation of title shall be effective whether or not
                 conveyancing documents have been executed and delivered
                 pursuant to the appointment of such Successor Trust Preferred
                 Guarantee Trustee.

         (b)     If an Event of Default actually known to a Responsible Officer
                 of the Trust Preferred Guarantee Trustee has occurred and is
                 continuing, the Trust Preferred Guarantee Trustee shall
                 enforce this Trust Preferred Securities Guarantee for the
                 benefit of the Holders of the Trust Preferred Securities.

         (c)     The Trust Preferred Guarantee Trustee, before the occurrence
                 of any Event of Default and after the curing or waiver of all
                 Events of Default that may have occurred, shall undertake to
                 perform only such duties as are specifically set forth in this
                 Trust Preferred Securities Guarantee, and no implied covenants
                 shall be read into this Trust Preferred Securities Guarantee
                 against the Trust Preferred Guarantee Trustee.  In case an
                 Event of Default has occurred (that has not been cured or
                 waived pursuant to Section 2.6) and is actually known to a
                 Responsible Officer of the Trust Preferred Guarantee Trustee,
                 the Trust Preferred Guarantee Trustee shall exercise such of
                 the rights and powers vested in it by this Trust Preferred
                 Securities Guarantee, and use the same degree of care and
                 skill in its exercise thereof, as a prudent person would
                 exercise or use under the circumstances in the conduct of his
                 or her own affairs.

         (d)     No provision of this Trust Preferred Securities Guarantee
                 shall be construed to relieve the Trust Preferred Guarantee
                 Trustee from liability for its own negligent action, its own
                 negligent failure to act, or its own willful misconduct,
                 except that:

                 (i)      Prior to the occurrence of any Event of Default and
                          after the curing or waiving of all such Events of
                          Default that may have occurred:

                          (A)     the duties and obligations of the Trust
                                  Preferred Guarantee Trustee shall be
                                  determined solely by the express provisions
                                  of this Trust Preferred Securities Guarantee,
                                  and the Trust Preferred Guarantee Trustee
                                  shall not be liable except for the
                                  performance of such duties and obligations as
                                  are specifically set forth in this Trust
                                  Preferred Securities Guarantee, and no
                                  implied covenants or obligations shall be
                                  read into this Trust Preferred Securities
                                  Guarantee against the Trust Preferred
                                  Guarantee Trustee; and

                          (B)     in the absence of bad faith on the part of
                                  the Trust Preferred Guarantee Trustee, the
                                  Trust Preferred Guarantee Trustee may
                                  conclusively rely, as to the truth of the
                                  statements and the correctness of the
                                  opinions expressed therein, upon any
                                  certificates or opinions furnished to the
                                  Trust Preferred Guarantee Trustee and
                                  conforming to the requirements of this Trust
                                  Preferred Securities Guarantee; but in the
                                  case of any such certificates or opinions
                                  that by any provision hereof are specifically
                                  required to be furnished to the Trust
                                  Preferred Guarantee Trustee, the Trust
                                  Preferred Guarantee Trustee shall be under a
                                  duty to examine the same to determine whether
                                  or not they conform to the requirements of
                                  this Trust Preferred Securities Guarantee;

                 (ii)     The Trust Preferred Guarantee Trustee shall not be
                          liable for any error of judgment made in good faith
                          by a Responsible Officer of the Trust Preferred
                          Guarantee Trustee, unless it shall be proved that the
                          Trust Preferred Guarantee Trustee was negligent in
                          ascertaining the pertinent facts upon which such
                          judgment was made;





                                       6
<PAGE>   10
                 (iii)    The Trust Preferred Guarantee Trustee shall not be
                          liable with respect to any action taken or omitted to
                          be taken by it in good faith in accordance with the
                          direction of the Holders of Trust Preferred
                          Securities relating to the time, method and place of
                          conducting any proceeding for any remedy available to
                          the Trust Preferred Guarantee Trustee, or exercising
                          any trust or power conferred upon the Trust Preferred
                          Guarantee Trustee under this Trust Preferred
                          Securities Guarantee; and

                 (iv)     No provision of this Trust Preferred Securities
                          Guarantee shall require the Trust Preferred Guarantee
                          Trustee to expend or risk its own funds or otherwise
                          incur personal financial liability in the performance
                          of any of its duties or in the exercise of any of its
                          rights or powers, if the Trust Preferred Guarantee
                          Trustee shall have reasonable grounds for believing
                          that the repayment of such funds or liability is not
                          reasonably assured to it under the terms of this
                          Trust Preferred Securities Guarantee or indemnity,
                          reasonably satisfactory to the Trust Preferred
                          Guarantee Trustee, against such risk or liability is
                          not reasonably assured to it.

SECTION  3.2     Certain Rights of Trust Preferred Guarantee Trustee

         (a)     Subject to the provisions of Section 3.1:

                 (i)      The Trust Preferred Guarantee Trustee may
                          conclusively rely, and shall be fully protected in
                          acting or refraining from acting upon, any
                          resolution, certificate, statement, instrument,
                          opinion, report, notice, request, direction, consent,
                          order, bond, debenture, note, other evidence of
                          indebtedness or other paper or document believed by
                          it to be genuine and to have been signed, sent or
                          presented by the proper party or parties.

                 (ii)     Any direction or act of the Guarantor contemplated by
                          this Trust Preferred Securities Guarantee shall be
                          sufficiently evidenced by an Officers' Certificate.

                 (iii)    Whenever, in the administration of this Trust
                          Preferred Securities Guarantee, the Trust Preferred
                          Guarantee Trustee shall deem it desirable that a
                          matter be proved or established before taking,
                          suffering or omitting any action hereunder, the Trust
                          Preferred Guarantee Trustee (unless other evidence is
                          herein specifically prescribed) may, in the absence
                          of bad faith on its part, request and conclusively
                          rely upon an Officers' Certificate which, upon
                          receipt of such request, shall be promptly delivered
                          by the Guarantor.

                 (iv)     The Trust Preferred Guarantee Trustee shall have no
                          duty to see to any recording, filing or registration
                          of any instrument (or any rerecording, refiling or
                          registration thereof).

                 (v)      The Trust Preferred Guarantee Trustee may, at the
                          expense of the Sponsor, consult with counsel of its
                          selection, and the advice or opinion of such counsel
                          with respect to legal matters shall be full and
                          complete authorization and protection in respect of
                          any action taken, suffered or omitted by it hereunder
                          in good faith and in accordance with such advice or
                          opinion.  Such counsel may be counsel to the
                          Guarantor or any of its Affiliates and may include
                          any of its employees.  The Trust Preferred Guarantee
                          Trustee shall have the right at any time to seek
                          instructions concerning the administration of this
                          Trust Preferred Securities Guarantee from any court
                          of competent jurisdiction.

                 (vi)     The Trust Preferred Guarantee Trustee shall be under
                          no obligation to exercise any of the rights or powers
                          vested in it by this Trust Preferred Securities
                          Guarantee at the request or direction of any Holder,
                          unless such Holder shall have provided to the Trust
                          Preferred Guarantee Trustee such security and
                          indemnity, reasonably satisfactory to the





                                       7
<PAGE>   11
                          Trust Preferred Guarantee Trustee, against the costs,
                          expenses (including attorneys' fees and expenses and
                          the expenses of the Preferred Guarantee Trustee's
                          agents, nominees or custodians) and liabilities that
                          might be incurred by it in complying with such
                          request or direction, including such reasonable
                          advances as may be requested by the Trust Preferred
                          Guarantee Trustee; provided that, nothing contained
                          in this Section 3.2(a)(vi) shall be taken to relieve
                          the Trust Preferred Guarantee Trustee, upon the
                          occurrence of an Event of Default, of its obligation
                          to exercise the rights and powers vested in it by
                          this Trust Preferred Securities Guarantee.

                 (vii)    The Trust Preferred Guarantee Trustee shall not be
                          bound to make any investigation into the facts or
                          matters stated in any resolution, certificate,
                          statement, instrument, opinion, report, notice,
                          request, direction, consent, order, bond, debenture,
                          note, other evidence of indebtedness or other paper
                          or document, but the Trust Preferred Guarantee
                          Trustee, in its discretion, may make such further
                          inquiry or investigation into such facts or matters
                          as it may see fit.

                 (viii)   The Trust Preferred Guarantee Trustee may execute any
                          of the trusts or powers hereunder or perform any
                          duties hereunder either directly or by or through
                          agents, nominees, custodians or attorneys, and the
                          Trust Preferred Guarantee Trustee shall not be
                          responsible for any misconduct or negligence on the
                          part of any agent or attorney appointed with due care
                          by it hereunder.

                 (ix)     Any action taken by the Trust Preferred Guarantee
                          Trustee or its agents hereunder shall bind the
                          Holders of the Trust Preferred Securities, and the
                          signature of the Trust Preferred Guarantee Trustee or
                          its agents alone shall be sufficient and effective to
                          perform any such action.  No third party shall be
                          required to inquire as to the authority of the Trust
                          Preferred Guarantee Trustee to so act or as to its
                          compliance with any of the terms and provisions of
                          this Trust Preferred Securities Guarantee, both of
                          which shall be conclusively evidenced by the Trust
                          Preferred Guarantee Trustee or its agent taking such
                          action.

                 (x)      Whenever in the administration of this Trust
                          Preferred Securities Guarantee the Trust Preferred
                          Guarantee Trustee shall deem it desirable to receive
                          instructions with respect to enforcing any remedy or
                          right or taking any other action hereunder, the Trust
                          Preferred Guarantee Trustee (i) may request
                          instructions from the Holders of a Majority in
                          liquidation amount of the Trust Preferred Securities,
                          (ii) may refrain from enforcing such remedy or right
                          or taking such other action until such instructions
                          are received, and (iii) shall be protected in
                          conclusively relying on or acting in accordance with
                          such instructions.

                 (xi)     The Trust Preferred Guarantee Trustee shall not be
                          liable for any action taken, suffered, or omitted to
                          be taken by it in good faith and reasonably believed
                          by it to be authorized or within the discretion or
                          rights or powers conferred upon it by this Trust
                          Preferred Securities Guarantee.

         (b)     No provision of this Trust Preferred Securities Guarantee
                 shall be deemed to impose any duty or obligation on the Trust
                 Preferred Guarantee Trustee to perform any act or acts or
                 exercise any right, power, duty or obligation conferred or
                 imposed on it in any jurisdiction in which it shall be
                 illegal, or in which the Trust Preferred Guarantee Trustee
                 shall be unqualified or incompetent in accordance with
                 applicable law, to perform any such act or acts or to exercise
                 any such right, power, duty or obligation.  No permissive
                 power or authority available to the Trust Preferred Guarantee
                 Trustee shall be construed to be a duty.





                                       8
<PAGE>   12
SECTION  3.3     Not Responsible for Recitals or Issuance of Trust Preferred
                 Securities Guarantee

         The recitals contained in this Trust Preferred Securities Guarantee
shall be taken as the statements of the Guarantor, and the Trust Preferred
Guarantee Trustee does not assume any responsibility for their correctness.
The Trust Preferred Guarantee Trustee makes no representation as to the
validity or sufficiency of this Trust Preferred Securities Guarantee.

                                   ARTICLE IV
                       TRUST PREFERRED GUARANTEE TRUSTEE

SECTION  4.1     Trust Preferred Guarantee Trustee; Eligibility

         (a)     There shall at all times be a Trust Preferred Guarantee
                 Trustee which shall:

                 (i)      not be an Affiliate of the Guarantor; and

                 (ii)     be a corporation organized and doing business under
                          the laws of the United States of America or any State
                          or Territory thereof or of the District of Columbia,
                          or a corporation or Person permitted by the
                          Securities and Exchange Commission to act as an
                          institutional trustee under the Trust Indenture Act,
                          authorized under such laws to exercise corporate
                          trust powers, having a combined capital and surplus
                          of at least 50 million U.S. dollars ($50,000,000),
                          and subject to supervision or examination by Federal,
                          State, Territorial or District of Columbia authority.
                          If such corporation publishes reports of condition at
                          least annually, pursuant to law or to the
                          requirements of the supervising or examining
                          authority referred to above, then, for the purposes
                          of this Section 4.1(a)(ii), the combined capital and
                          surplus of such corporation shall be deemed to be its
                          combined capital and surplus as set forth in its most
                          recent report of condition so published.

         (b)     If at any time the Trust Preferred Guarantee Trustee shall
                 cease to be eligible to so act under Section 4.1(a), the Trust
                 Preferred Guarantee Trustee shall immediately resign in the
                 manner and with the effect set out in Section 4.2(c).

         (c)     If the Trust Preferred Guarantee Trustee has or shall acquire
                 any "conflicting interest" within the meaning of Section
                 310(b) of the Trust Indenture Act, the Trust Preferred
                 Guarantee Trustee and Guarantor shall in all respects comply
                 with the provisions of Section 310(b) of the Trust Indenture
                 Act.

SECTION  4.2     Appointment, Removal and Resignation of Trust Preferred
                 Guarantee Trustee

         (a)     Subject to Section 4.2(b), the Trust Preferred Guarantee
                 Trustee may be appointed or removed without cause at any time
                 by the Guarantor except during an Event of Default.

         (b)     The Trust Preferred Guarantee Trustee shall not be removed in
                 accordance with Section 4.2(a) until a Successor Trust
                 Preferred Guarantee Trustee has been appointed and has
                 accepted such appointment by written instrument executed by
                 such Successor Trust Preferred Guarantee Trustee and delivered
                 to the Guarantor.

         (c)     The Trust Preferred Guarantee Trustee appointed to office
                 shall hold office until a Successor Trust Preferred Guarantee
                 Trustee shall have been appointed or until its removal or
                 resignation.  The Trust Preferred Guarantee Trustee may resign
                 from office (without need for prior or subsequent accounting)
                 by an instrument in writing executed by the Trust Preferred
                 Guarantee Trustee and delivered to the Guarantor, which
                 resignation shall not take effect until a Successor Trust
                 Preferred Guarantee Trustee has been appointed and has
                 accepted such appointment by instru-





                                       9
<PAGE>   13
                 ment in writing executed by such Successor Trust Preferred
                 Guarantee Trustee and delivered to the Guarantor and the
                 resigning Trust Preferred Guarantee Trustee.

         (d)     If no Successor Trust Preferred Guarantee Trustee shall have
                 been appointed and accepted appointment as provided in this
                 Section 4.2 within 60 days after delivery of an instrument of
                 removal or resignation, the Trust Preferred Guarantee Trustee
                 resigning or being removed may petition any court of competent
                 jurisdiction for appointment of a Successor Trust Preferred
                 Guarantee Trustee.  Such court may thereupon, after
                 prescribing such notice, if any, as it may deem proper,
                 appoint a Successor Trust Preferred Guarantee Trustee.

         (e)     No Trust Preferred Guarantee Trustee shall be liable for the
                 acts or omissions to act of any Successor Trust Preferred
                 Guarantee Trustee.

         (f)     Upon termination of this Trust Preferred Securities Guarantee
                 or removal or resignation of the Trust Preferred Guarantee
                 Trustee pursuant to this Section 4.2, and before the
                 appointment of any Successor Trust Preferred Guarantee Trustee
                 the Guarantor shall pay to the Trust Preferred Guarantee
                 Trustee all amounts to which it is entitled to the date of
                 such termination, removal or resignation.


                                   ARTICLE V
                                   GUARANTEE

SECTION  5.1     Guarantee

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), if, as and when due, regardless of any defense, right of
setoff or counterclaim that the Issuer may have or assert.  The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of
the required amounts by the Guarantor to the Holders or by causing the Issuer
to pay such amounts to the Holders.

SECTION  5.2     Waiver of Notice and Demand

         The Guarantor hereby waives notice of acceptance of this Trust
Preferred Securities Guarantee and of any liability to which it applies or may
apply, presentment, demand for payment, any right to require a proceeding first
against the Issuer or any other Person before proceeding against the Guarantor,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

SECTION  5.3     Obligations Not Affected

         The obligations, covenants, agreements and duties of the Guarantor
under this Trust Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

         (a)     the release or waiver, by operation of law or otherwise, of
                 the performance or observance by the Issuer of any express or
                 implied agreement, covenant, term or condition relating to the
                 Trust Preferred Securities to be performed or observed by the
                 Issuer;

         (b)     the extension of time for the payment by the Issuer of all or
                 any portion of the Distributions, Redemption Price,
                 Liquidation Distribution or any other sums payable under the
                 terms of the Trust Preferred Securities or the extension of
                 time for the performance of any other obligation under,
                 arising out of, or in connection with, the Trust Preferred
                 Securities (other than an extension of time for payment of
                 Distributions, Redemption Price, Liquidation Distribution or
                 other





                                       10
<PAGE>   14
                 sum payable that results from the extension of any interest
                 payment period on the Partnership Preferred Securities or any
                 extension of the maturity date of the Partnership Preferred
                 Securities permitted by the Partnership Agreement);

         (c)     any failure, omission, delay or lack of diligence on the part
                 of the Holders to enforce, assert or exercise any right,
                 privilege, power or remedy conferred on the Holders pursuant
                 to the terms of the Trust Preferred Securities, or any action
                 on the part of the Issuer granting indulgence or extension of
                 any kind;

         (d)     the voluntary or involuntary liquidation, dissolution, sale of
                 any collateral, receivership, insolvency, bankruptcy,
                 assignment for the benefit of creditors, reorganization,
                 arrangement, composition or readjustment of debt of, or other
                 similar proceedings affecting, the Issuer or any of the assets
                 of the Issuer;

         (e)     any invalidity of, or defect or deficiency in, the Trust
                 Preferred Securities;

         (f)     the settlement or compromise of any obligation guaranteed
                 hereby or hereby incurred; or

         (g)     any other circumstance whatsoever that might otherwise
                 constitute a legal or equitable discharge or defense of a
                 guarantor, it being the intent of this Section 5.3 that the
                 obligations of the Guarantor hereunder shall be absolute and
                 unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION  5.4     Rights of Holders

         (a)     The Holders of a Majority in liquidation amount of the Trust
                 Preferred Securities have the right to direct the time, method
                 and place of conducting of any proceeding for any remedy
                 available to the Trust Preferred Guarantee Trustee in respect
                 of this Trust Preferred Securities Guarantee or exercising any
                 trust or power conferred upon the Trust Preferred Guarantee
                 Trustee under this Trust Preferred Securities Guarantee.

         (b)     If the Trust Preferred Guarantee Trustee fails to enforce its
                 rights under the Trust Preferred Securities Guarantee after a
                 Holder of Trust Preferred Securities has made a written
                 request, such Holder of Trust Preferred Securities may
                 institute a legal proceeding directly against the Guarantor to
                 enforce the Trust Preferred Guarantee Trustee's rights under
                 this Trust Preferred Securities Guarantee, without first
                 instituting a legal proceeding against the Issuer, the Trust
                 Preferred Guarantee Trustee or any other person or entity.
                 Notwithstanding the foregoing, if the Guarantor has failed to
                 make a guarantee payment, a Holder of Trust Preferred
                 Securities may directly institute a proceeding in such
                 Holder's own name against the Guarantor for enforcement of the
                 Trust Preferred Securities Guarantee for such payment.  The
                 Guarantor waives any right or remedy to require that any
                 action be brought first against the Issuer or any other person
                 or entity before proceeding directly against the Guarantor.

SECTION  5.5     Guarantee of Payment

         This Trust Preferred Securities Guarantee creates a guarantee of
payment and not of collection.

SECTION  5.6     Subrogation

         The Guarantor shall be subrogated to all (if any) rights of the
Holders of Trust Preferred Securities against the Issuer in respect of any
amounts paid to such Holders by the Guarantor under this Trust Preferred
Securities





                                       11
<PAGE>   15
Guarantee; provided, however, that the Guarantor shall not (except to the
extent required by mandatory provisions of law) be entitled to enforce or
exercise any right that it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under
this Trust Preferred Securities Guarantee, if, at the time of any such payment,
any amounts are due and unpaid under this Trust Preferred Securities Guarantee.
If any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

SECTION  5.7     Independent Obligations

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Trust
Preferred Securities, and that the Guarantor shall be liable as principal and
as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Trust Preferred Securities Guarantee notwithstanding the occurrence of any
event referred to in subsections (a) through (g), inclusive, of Section 5.3
hereof.


                                   ARTICLE VI
                   LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION  6.1     Limitation of Transactions

         So long as any Trust Preferred Securities remain outstanding, if for
any distribution period, (a) full distributions on a cumulative basis on any
Trust Preferred Securities have not been paid or declared and set apart for
payment, (b) an Investment Event of Default by any Investment Affiliate in
respect of any Affiliate Investment Instrument has occurred and is continuing,
or (c) the Company is in default of its obligations under the Trust Preferred
Securities Guarantee, the Trust Common Securities Guarantee, the Partnership
Guarantee or any Investment Guarantee, then, during such period (i) the Company
shall not declare or pay dividends on, make distributions with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to any
of its capital stock (except for dividends or distributions in shares of its
common stock and exchanges of common stock of one class for common stock of
another class), (ii) the Company shall not make any payment or cause any
payment to be made that would result in and shall take such action as shall be
necessary to prevent, the payment of  dividends on, any distribution with
respect to, any redemption, purchase or other acquisition of, or any
liquidation payment with respect to, any Comparable Equity Interest, and (iii)
the Company shall not make any guarantee payments with respect to the
foregoing.

SECTION  6.2     Ranking

         This Trust Preferred Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right
of payment to all other liabilities of the Guarantor, including, without
limitation, the fees, charges, expenses and indemnities due to the Property
Trustee or the Delaware Trustee in respect of the Declaration of Trust, the
Trust Preferred Securities Guarantee and the Affiliate Debenture Guarantee
Agreement, (ii) pari passu with the most senior preferred or preference stock
now or hereafter issued by the Guarantor and with any guarantee now or
hereafter entered into by the Guarantor in respect of any preferred security of
any Affiliate of the Guarantor, and (iii) senior to the Guarantor's common
stock.  Any similar guarantee given hereafter by the Company with respect to
Trust Preferred Securities that is silent as to seniority will rank pari passu
with this Trust Preferred Securities Agreement.





                                       12
<PAGE>   16
                                  ARTICLE VII
                                  TERMINATION

SECTION  7.1     Termination

         This Trust Preferred Securities Guarantee shall terminate upon (i)
full payment of the Redemption Price of all Trust Preferred Securities, (ii)
upon the distribution of the Partnership Preferred Securities to the Holders of
all of the Trust Preferred Securities or (iii) upon full payment of the amounts
payable in accordance with the Declaration upon liquidation of the Issuer.
Notwithstanding the foregoing, this Trust Preferred Securities Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder of Trust Preferred Securities must restore payment of any sums
paid under the Trust Preferred Securities or under this Trust Preferred
Securities Guarantee.



                                  ARTICLE VIII
                                INDEMNIFICATION

SECTION  8.1     Exculpation

         (a)     No Indemnified Person shall be liable, responsible or
                 accountable in damages or otherwise to the Guarantor or any
                 Covered Person for any loss, damage or claim incurred by
                 reason of any act or omission performed or omitted by such
                 Indemnified Person in good faith in accordance with this Trust
                 Preferred Securities Guarantee and in a manner that such
                 Indemnified Person reasonably believed to be within the scope
                 of the authority conferred on such Indemnified Person by this
                 Trust Preferred Securities Guarantee or by law, except that an
                 Indemnified Person shall be liable for any such loss, damage
                 or claim incurred by reason of such Indemnified Person's gross
                 negligence or willful misconduct with respect to such acts or
                 omissions.

         (b)     An Indemnified Person shall be fully protected in relying in
                 good faith upon the records of the Guarantor and upon such
                 information, opinions, reports or statements presented to the
                 Guarantor by any Person as to matters the Indemnified Person
                 reasonably believes are within such other Person's
                 professional or expert competence and who has been selected
                 with reasonable care by or on behalf of the Guarantor,
                 including information, opinions, reports or statements as to
                 the value and amount of the assets, liabilities, profits,
                 losses, or any other facts pertinent to the existence and
                 amount of assets from which Distributions to Holders of Trust
                 Preferred Securities might properly be paid.

SECTION  8.2     Indemnification

         The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any and all loss, liability,
damage, claim or expense incurred without gross negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of
this Trust Preferred Securities Guarantee or the earlier resignation or removal
of the Trust Preferred Guarantee Trustee.





                                       13
<PAGE>   17
                                   ARTICLE IX
                                 MISCELLANEOUS

SECTION  9.1     Successors and Assigns

         All guarantees and agreements contained in this Trust Preferred
Securities Guarantee shall bind the successors, assigns, receivers, trustees
and representatives of the Guarantor and shall inure to the benefit of the
Holders of the Trust Preferred Securities then outstanding.

SECTION  9.2     Amendments

         Except with respect to any changes that do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Trust Preferred Securities Guarantee may only be amended with the prior
approval of the Holders of at least a Majority in liquidation amount (including
the stated amount that would be paid on redemption, liquidation or otherwise,
plus accrued and unpaid Distributions to the date upon which the voting
percentages are determined) of all the outstanding Trust Preferred Securities.
The provisions of Section 13.2 of the Declaration with respect to meetings of
Holders of the Securities apply to the giving of such approval.

SECTION  9.3     Merger of the Guarantor

         The Guarantor covenants that it will not merge or consolidate with any
other corporation or other entity or sell or convey all or substantially all of
its assets to any person (other than such a sale or conveyance to a Subsidiary
or any successor thereto (such a sale or conveyance being called an "Asset
Drop-Down")), unless (i) either the Guarantor shall be the continuing
corporation or the successor corporation or other entity or the person which
acquires by sale or conveyance substantially all the assets of the Guarantor
shall expressly assume the obligations of the Guarantor hereunder, according to
their tenor, and the due and punctual performance and observance of all of the
covenants hereof to be performed or observed by the Guarantor, by instrument in
form satisfactory to the Trust Preferred Securities Guarantee Trustee, executed
and delivered to the Trust Preferred Securities Guarantee Trustee by such
corporation or other entity, and (ii) the Guarantor or such successor
corporation or other entity, as the case may be, shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition.  In the event of any Asset
Drop-Down after the date hereof, any subsequent sale or conveyance of assets by
a Subsidiary to which assets were transferred in such Asset Drop-Down will be
deemed to be a sale or conveyance of assets by the Company for purposes of this
provision.

SECTION  9.4     Notices

         All notices provided for in this Trust Preferred Securities Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

         (a)     If given to the Trust Preferred Guarantee Trustee, at the
                 Trust Preferred Guarantee Trustee's mailing address set forth
                 below:

                                  The Chase Manhattan Bank
                                  450 West 33rd Street - 15th Floor
                                  New York, New York  10001
                                  Attention:  Global Trust Services
                                  Telecopy:  (212) 946-8158

         (b)     If given to the Guarantor, at the Guarantor's mailing address
                 set forth below (or such other address as the Guarantor may
                 give notice of to the Holders of the Trust Preferred
                 Securities):





                                       14
<PAGE>   18
                                  Enron Corp.
                                  1400 Smith Street
                                  Houston, Texas  77002
                                  Attention: Treasury Department
                                  Telecopy:  (713) 646-3422

         (c)     If given to any Holder of Trust Preferred Securities, at the
                 address set forth on the books and records of the Issuer.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

SECTION  9.5     Benefit

         This Trust Preferred Securities Guarantee is solely for the benefit of
the Holders of the Trust Preferred Securities and, subject to Section 3.1(a),
is not separately transferable from the Trust Preferred Securities.

SECTION  9.6     Governing Law

         THIS TRUST PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.





                                       15
<PAGE>   19
         THIS TRUST PREFERRED SECURITIES GUARANTEE is executed as of the day
and year first above written.

                                        ENRON CORP.,
                                        as Guarantor
                                        
                                        
                                        By:  /s/ William D. Gathmann
                                           -------------------------
                                            William D. Gathmann
                                            Vice President, Finance and 
                                            Treasurer
                                        
                                        
                                        THE CHASE MANHATTAN BANK,
                                        as Trust Preferred Guarantee Trustee
                                        
                                        
                                        By:  /s/ R. J. Halleran
                                           --------------------
                                            R. J. Halleran
                                            Second Vice President





                                       16